Uam Funds Inc Ii/ Sample Contracts

BETWEEN
Distribution Agreement • June 30th, 1999 • Uam Funds Inc Ii/ • Massachusetts
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WITNESSETH:
Agency Agreement • April 30th, 2002 • Uam Funds Inc Ii/ • Missouri
AND PILGRIM BAXTER & ASSOCIATES, LTD.
Investment Advisory Agreement • June 25th, 1998 • PBHG Advisor Funds Inc

Pursuant to Section 5 of this Agreement, each Fund shall pay the Adviser, at the end of each calendar month, compensation computed daily at an annual rate of the Fund's average daily net assets as follows:

WITNESSETH:
Shareholder Services Agreement • April 17th, 1998 • PBHG Advisor Funds Inc • Pennsylvania
PBHG FUND DISTRIBUTORS 825 Duportail Road Wayne, PA 19087
Selected Dealer Agreement • March 9th, 1998 • PBHG Advisor Funds Inc • Pennsylvania
UAM Funds, Inc. II One Freedom Valley Drive Oaks, PA 19456
Distribution Agreement • April 30th, 2002 • Uam Funds Inc Ii/
between
Distribution Agreement • March 9th, 1998 • PBHG Advisor Funds Inc
SCHEDULE A
Operating Expense Limit Agreement • June 25th, 1998 • PBHG Advisor Funds Inc
UAM FUND DISTRIBUTORS, INC. 211 Congress Street Boston, Massachusetts 02110
Broker Services Agreement • May 1st, 2000 • Uam Funds Inc Ii/ • Massachusetts

We offer to make available to your customers, through you acting as broker or agent on behalf of such customers, Institutional Class Shares (the "Shares") of the Portfolios of UAM Funds, Inc., UAM Funds, Inc. II and of UAM Funds Trust (each Portfolio is referred to herein as the "Fund") with respect to which we have been retained to act as exclusive national distributor and which are offered for sale pursuant to currently effective federal Prospectuses describing such Shares.

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WITNESSETH
Sub-Administrative Services Agreement • April 17th, 1998 • PBHG Advisor Funds Inc
FORM OF
Shareholder Services Agreement • April 30th, 2001 • Uam Funds Inc Ii/ • Massachusetts
Exhibit 13 STOCK SUBSCRIPTION AGREEMENT
Stock Subscription Agreement • April 17th, 1998 • PBHG Advisor Funds Inc • Maryland
WITNESSETH:
Sub-Shareholder Services Agreement • April 17th, 1998 • PBHG Advisor Funds Inc • Pennsylvania
SCHEDULE A PORTFOLIOS OF THE PBHG FUNDS, INC. This Custodian Agreement is by and between CoreStates Bank N.A. and the Fund, on behalf of the following Portfolios: PBHG Advisor Core Value Fund PBHG Advisor Blue Chip Growth Fund PBHG Advisor Global...
Custodian Agreement • June 25th, 1998 • PBHG Advisor Funds Inc

PBHG Advisor Core Value Fund PBHG Advisor Blue Chip Growth Fund PBHG Advisor Global Technology & Communications Fund PBHG Advisor Growth II Fund PBHG Advisor Growth Opportunities Fund PBHG Advisor High Yield Fund PBHG Advisor Large Cap Concentrated Fund PBHG Advisor New Contrarian Fund PBHG Advisor Trend Fund PBHG Advisor Cash Reserves Fund PBHG Advisor Value Opportunities Fund PBHG Advisor New Opportunities Fund PBHG Advisor Enhanced Equity Fund PBHG Advisor Master Fixed Income Fund PBHG Advisor Short-Term Government Fund PBHG Advisor REIT Fund PBHG Advisor Defensive Equity Fund

between
Distribution Agreement • March 9th, 1998 • PBHG Advisor Funds Inc
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